All offers, orders, commissions and deliveries are solely in accordance with our delivery and payment
terms, with which the person placing the order declares himself to be in agreement at the time of
placing the order. This also applies to future transactions, even if there is no express reference to the
delivery and payment terms. These, however, will be made available to the person placing the order
in the event of an order being confirmed by us. If the order is placed in a way which departs from our
terms and conditions, even then only our delivery and payment terms apply, even if we do not
contradict them. Thus departures from the norm only apply if these have been expressly recognised
by us in writing. In the case of deliveries to countries outwith the EU, customs and import duties may
be levied by the relevant authorities. The customer is liable for these duties, as well as all other taxes
levied by virtue of the regulations of the country of destination. American Apparel has no influence
on these taxes and does not know the level of these. Customs regulations vary considerably from
country to country. More detailed information can be obtained from the local excise office.

2. Delivery and Payment Terms

A delivery note
will be enclosed along with our shipment. You will receive the invoice a few days later. Our prices do
not include the statutory value added tax. It will be shown separately on the invoice at the statutory
rate in force on the day that the invoice is issued, insofar as value added tax is payable. We reserve
the right to carry out a credit check through Schufa, Creditreform or another credit reference agency.
We reserve the right to supply goods only through cash on delivery, payment in advance or other
payment terms to be agreed with the customer instead of the normal terms of payment. Complaints,
if there are any, do not affect the due date for the payment of the purchase price.

3. Payments

Payments must be made, unless otherwise agreed, within 21 days of receipt of the invoice without
any discount. For payment in cash, payment by cheque or advance transfer we give a discount of 2%
off the invoice total. We grant a discount of 2% for payments made by bank transfer within a period
of 10 days following the date on the invoice, whereby the credit entry in our account is the deciding
factor with regard to the punctuality of the payment.

4. Default/Withdrawal/Compensation

In the event of a total or partial default in payment on the part of the purchaser, as well as in those
instances where we (in particular, in accordance with the present sales, delivery and payment terms)
are entitled to withdraw from the contract, all claims that are still outstanding immediately fall due
for payment, irrespective of the date on the invoice of those claims that are outstanding. If the
purchaser is more than 30 days in arrears with the payment of the purchase price, we are entitled to
make further deliveries only against payment in advance. The same applies analogously in the case of
partial deliveries with regard to those deliveries that are still outstanding. In the event of withdrawal
by us we will charge 20 % of the net value of the order as a fee for returning the goods to storage.
However, the purchaser is allowed to submit proof that there has been no loss to us at all or that our
loss is considerably lower than the flat-rate fee. The above applies analogously in the event of the
purchaser not accepting delivery of some of the goods ordered. Should the purchaser fall behind
with his payments, any preferential payment terms, credits granted or discounts cease to apply.
Preferential payment terms or discounts, once granted, only become the object of further contracts
on the basis of an express agreement.

5. Purpose of Contract

For the purposes of These Terms and Conditions, the phrase "decorated or embellished" shall mean "substantially modified by printing, embellishing, or decorating in such a manner as to clearly distinguish from American Apparel's product line." American Apparel shall have sole discretion to determine whether its goods have been sufficiently modified in such a manner as to clearly distinguish them from American Apparel's product line. As a wholesale customer ("Buyer") of American Apparel products you agree to adopt and comply with the following re-selling policies as it pertains to all American Apparel products:

6. Delivery/Delay in Delivery

Deliveries that are late or that have not been made do not, under any circumstances, constitute
grounds for a claim for compensation on the part of the purchaser. In the event of it being impossible
to adhere to agreed delivery times due to force majeure, a breakdown or a delay in delivery from our
sub-suppliers, then we are entitled to extend the delivery deadline by the length of time that we
were prevented from making deliveries or, optionally, to withdraw from the contract. We are
entitled to make partial deliveries. The purchaser may only demand compensation for non-fulfilment
if we have caused the deadline for delivery to be exceeded intentionally or through gross negligence.

7. Ownership Relations

Until the purchase price has been paid in full the goods remain the property of the vendor. In the
event of resale/processing, the purchaser of the goods, which, due to the failure to make payment,
are still in the ownership of the vendor, will cede those claims or surrogates resulting from this to the
vendor. The purchaser must neither pledge those goods, the ownership of which is retained, nor
transfer ownership of them, as security, to third parties until payment is made in full. The purchaser
must inform us immediately in writing of any attempt by third parties to seize those goods, the
ownership of which is retained, or those claims that have been ceded. We are entitled, at any time,
to demand the surrender of those goods belonging to us, if the purchaser falls behind with a
payment or if there is a substantial deterioration in his asset position. It is not necessary to withdraw
from the contract in order to assert the retention of ownership.

8. Samples

Samples cannot be returned.

9. Returns

Please do not return goods under any circumstances without a return number. Returns cannot be processed without a return number. You can only obtain a goods return number by requesting one in writing by post, by fax (+49 (0) 2131 1330224) or by e-mail ([email protected]) quoting the order number, your customer number and the scope of the return. Please apply this goods return number to the outside of the package in such a way that it is clearly visible. Do not enclose any other documents along with the return except for a copy of the delivery note. In particular, do not enclose the invoice, requests for an exchange or new orders.

If the reason for the return is an error on the part of the supplier, we will gladly collect the goods from your premises. Collection can be requested by telephone on +49 (0) 211 385409 0 or by e-mail to [email protected]. If you would like to send the goods, please do not send them unfranked, as items that are sent unfranked are declined by our goods receiving department. We will reimburse postage costs (normal dispatch by post or parcel service). Once the returns have been processed, you will receive a credit note to the value of the goods without any deductions.

If there is no error on the part of the supplier, there is no legal basis for complying with a request for the goods to be returned. We may, in exceptional cases, agree to such a request in writing, without any legal obligation to do so having been established. Upon provision of our written agreement the goods must be returned to us immediately, in this event, carriage free. Once the return has been processed you will receive a credit note for the invoiced value of the goods less 20% to cover the cost of returning them to storage, however at least 5.00 euros. Postage and packing costs are not credited.

Samples are not allowed to be returned

Returns are allowed 7 days within receipt of goods.

10. Warranty for Defects

The object of the contract is solely the product sold with those properties and features as well as for
the intended purpose as laid down in the confirmation of the order. Other, or additional, properties
and/or features , or an intended purpose which goes beyond this, are only regarded as having been
agreed if they are expressly confirmed by us in writing. The rights of the warranty require that the
purchaser has duly met the inspection and complaints obligations to which he is bound according to
law. The purchaser must inspect the goods immediately following receipt, but at the latest within 2
days. Complaints must be addressed to us immediately in writing - (in the case of hidden defects as
soon as they are known about). Goods that are the subject of a complaint must be made available to
us, on request, for collection at the place to which they were originally delivered. The warranty
period is one year. If the goods have already been forwarded or distributed to more than one
recipient, we are not liable for any costs for collating the goods that are the subject of the complaint.
In the event of a justified complaint we first of all have the right to rectify the situation, and to
eliminate the defect(s) or resupply, as we so choose. Only, and in the event of the attempt to rectify
the situation failing will we take the goods back and refund the purchase price (withdrawal). The
right to compensation is restricted to wilful intent or gross negligence. We would expressly like to
point out that we are unable to take back, as a complaint, goods in an improved state that have not
been improved by us. Therefore, the purchaser undertakes to inspect the goods prior to
improvement (printing, embroidering and the like) to check that they are as ordered and for any
shortcomings, or to have them inspected by the company carrying out the improvement work on his
behalf.

11. Quality Discrepancies

The details with regard to sizes quoted in our publications are not subject to any standards. The same
applies to the size details quoted on the fabric labels. Drawing certain conclusions with regard to
measurements and sizes on the basis of these details is not possible and do not constitute any
grounds for complaint. Small discrepancies with regard to quality, colour, shape, processing, width,
weight, design and features that are usual in the trade or are unavoidable for technical reasons give
no entitlement to lodge a complaint and do not lead to claims under the warranty.

12. Copyright

We have sole copyright on all goods, samples and graphic representations supplied or made available
by us. The purchaser is expressly forbidden from making copies of these or allowing copies to be
made.

13. Miscellaneous

The place of fulfilment and sole jurisdiction for all disputes arising from the present contract is
Dusseldorf, unless otherwise stated in the confirmation of the order. Should individual provisions of
the present contract be or become ineffective, or they contain a loophole, then the remaining
provisions are unaffected by this.